Amendment No. 13 to 1994 Agreement and Amendment No. 2 to 2006 Agreement, dated as of December 21, 2017

This Amendment (this “Amendment”) is made as of December 21, 2017 (the “Amendment Effective Date”) and, with respect to the 1994 Agreement, is by and between S&P and CBOE, and, with respect to the 2006 Agreement, is by and between DJI Opco and CBOE (DJI Opco being a wholly owned subsidiary of S&P, and the successor by assignment to Dow Jones & Company, Inc., the original party with CBOE to the 2006 Agreement).

WHEREAS, the 1994 Agreement as in effect prior to the date of this Amendment consists of: the License Agreement effective as of November 1, 1994 as subsequently amended by Amendment No. 1 effective January 15, 1995, Amendment No. 2 effective April 1, 1998, Amendment No. 3 effective July 28, 2000, Amendment No. 4 effective October 27, 2000, Amendment No. 5 effective March 1, 2003, Amended and Restated Amendment No. 6 effective February 24, 2009 (which implemented "Addendum No. 1"), Amended and Restated Amendment No. 7 effective February 24, 2009, Amendment No. 8 effective January 9, 2005, Amendment No. 10 effective June 19, 2009, Amendment No. 11 effective April 29, 2010, and Amendment No. 12 effective March 8, 2013 (Amendment No. 9 effective April 23, 2007 having been terminated as of February 24, 2009);

WHEREAS, the 2006 Agreement as in effect prior to the date of this Amendment consists of: the License Agreement dated as of September 29, 2006 as subsequently amended by Amendment No. 1 made as of August 22, 2011 (“DJ Amendment No. 1”); and

WHEREAS, the parties now desire to amend the 1994 Agreement and the 2006 Agreement as set forth in this Amendment.

(h)    “Mini-SPX Contract” shall mean, with respect to the S&P 500 Index or any of the Select Sector Indices, a Standardized Option Contract that is based on reduced values of such index that are calculated by multiplying the values of such index as published by S&P by a decimal value equal to [*confidential treatment requested/material filed separately*] or smaller.

(h)    Subject to the terms and conditions of this Agreement and S&P’s obtaining consent from Merrill Lynch, Fenner & Smith or its applicable affiliate, S&P hereby agrees to grant to CBOE a non-transferable license, with respect to each of the indexes listed in Exhibit C hereto and such modified or successor indexes as they exist from time to time (such indices, collectively, “Select Sector Indices”), to use each of the Select Sector Indices as the basis for Standardized Option Contracts to be listed for trading on an Organized Securities Market in the United States on the terms and conditions set forth herein. Cleared Contracts based on the Select Sector Indices will be subject to the fees applicable to cleared S&P 500 Contracts traded on the markets of CBOE and Affiliates of CBOE (stated in paragraph 5(a)(i) of this Agreement). The foregoing license for Select Sector Indices shall be exclusive for Standardized Option Contracts in the United States for so long as the license granted to CBOE with respect to the S&P 500 in paragraph 3(c) of this Agreement is exclusive, and, except as otherwise expressly provided herein, shall be subject to all of the terms and conditions that apply to the license granted herein to use the S&P 500 for Standardized Option Contracts. CBOE acknowledges that S&P’s rights to publish and license the Select Sector Indices are subject to certain third party rights, and that S&P may provide to any such third party a joint S&P-Cboe certification as at the end of each calendar year of the fees paid by CBOE to S&P allocable to the Select Sector Indices in excess of the Annual Minimum Payment described in Exhibit B to the 2006 Agreement, with the fees allocable to the Select Sector Indices counted towards the Annual Minimum Payment after all other fees payable to DJI Opco and S&P that may be applied toward the Annual Minimum Payment are taken into account . If for any reason during the term such third party arrangement is terminated by the third party, then S&P has the right to terminate the rights granted under this Subsection (h); provided, however, S&P shall provide CBOE as much prior written notice as reasonably practicable, which in any event shall be within seven (7) days of S&P's receipt of notice of termination from the third party, and S&P shall make all reasonable efforts to provide CBOE with post-termination wind-down rights equivalent to those described in paragraph 6(c) with respect to the S&P Indexes.

(m)    At the request of CBOE, S&P will grant a non-exclusive license for CBOE and/or Affiliates of CBOE to use S&P Indexes for Standardized Options Contracts traded on an Organized Securities Market in a territory outside the United States if there is no applicable local proposed, pending or existing legislation on the date of grant or known date in the future that, either (i) would prohibit or treat as unlawful the grant of such a license to CBOE, or (ii) as a result of the license to CBOE, would require that S&P grant a similar license to third parties.

(n)    At the request of CBOE, S&P will grant an exclusive license for CBOE and/or Affiliates of CBOE to use those S&P Indexes for which an exclusive worldwide license was in effect immediately preceding the Amendment Effective Date for Standardized Options Contracts traded on an Organized Securities Market in a territory outside the United States if there is no applicable local proposed, pending or existing legislation on the date of grant or known date in the future that, either (i) would prohibit or treat as unlawful the grant of such a license to CBOE, or (ii) as a result of the license to CBOE, would require that S&P grant a similar non-exclusive license to third parties .

(f)    At the request of CBOE, DJI Opco will grant a license (which shall be exclusive during the Exclusive Hours and, if applicable, Extended Exclusive Hours, as defined in the 2006 Agreement) for CBOE and/or its Affiliates to use the Indexes and corresponding Dow Jones Marks in connection with trading and issuance of Products in a territory outside the United States if there is no local proposed, pending or existing legislation on the date of grant or known date in the future that (i) would prohibit or treat as unlawful the grant of such a license to CBOE or (ii) as a result of the license to CBOE would require that S&P grant a similar license to third parties.

“Affiliate" means any entity (i) controlled by, controlling or under common control with CBOE. For purposes of this definition, the term “control” and the related terms “controlled by” and “under common control with” mean the possession by one entity, directly or indirectly, of fifty percent (50%) or more of the voting securities of another entity; (ii) has its principal place of business in the United States or in a foreign territory covered by a future license that may be granted by S&P pursuant to this Agreement; and (iii) does not operate any "trading venue" (as defined in the European Union Markets in Financial Instruments Regulation) in the European Union.

As used in this Agreement with an initial capital letter, the term “Affiliate” means any entity (i) controlled by, controlling or under common control with CBOE. For purposes of this definition, the term “control” and the related terms “controlled by” and “under common control with” mean the possession by one entity, directly or indirectly, of fifty percent (50%) or more of the voting securities of another entity; (ii) has its principal place of business in the United States or in a foreign territory covered by a future license that may be granted by DJI Opco pursuant to this Agreement; and (iii) does not operate any "trading venue" (as defined in the European Union Markets in Financial Instruments Regulation) in the European Union. As used in this Agreement with reference to CBOE, the words “its Affiliate” shall be understood to refer to any Affiliate of CBOE.

    

(iv)    with respect to any Products based on reduced values of any Index licensed under this License Agreement that are calculated by multiplying the values of such Index as published by DJI Opco by a decimal value equal to [*confidential treatment requested/material filed separately*] or smaller, US$[*confidential treatment requested/material filed separately*] per contract traded on the Licensee during such Year.

Contracts outside the United States prior to December 31, 2032. S&P agrees that it will provide to CBOE: (i) within sixty (60) days after the execution of this Amendment and thereafter within thirty (30) days after CBOE's reasonable request no more than on a quarterly basis, a report listing all then existing licenses it has granted to use CBOE-owned indexes, including the licensee name, licensed index, licensed purpose, license territory and license period; and (ii) within sixty (60) days after the end of each calendar quarter, a report showing for each CBOE index licensed by S&P, the nominal amount of financial instruments other than derivatives, notional amount of derivatives, and the net asset value of investment funds based on such CBOE indexes as reported to S&P, subtotaled by type of financial product.

The terms and conditions of this Amendment are hereby acknowledged and agreed to: